Directors & Officers Liability Insurance: Key Coverage Issues for Corporate Executives

The legal landscape for corporate executives is increasingly fraught with risk, with directors and officers vulnerable to claims ranging from securities class actions and merger-objection suits to cyber liability and claims arising from their company’s normal operations. D&O liability insurance is necessary protection for any enterprise.

D&O insurance policies are not written on a one-size-fits all form and often subject to negotiation. Even if insurance is acquired for a particular purpose, the policy may include language that limits coverage. Insured’s counsel must ensure that the policy provides the sought for coverage and make adjustments for additional risks that arise due to changed circumstances or actions by the company.

Recent cases are instructive regarding areas where D&O insurance coverage might be subject to dispute. These include whether an underlying matter constitutes a “Claim,” whether a settlement of a claim constitutes an insurable “loss,” the definition of “professional services,” application of the “insured vs. insured” exclusion, and more.

Listen as our authoritative panel examines common provisions and exclusions of D&O insurance policies as well as the provisions that are often heavily negotiated. The panel will discuss lessons from recent cases regarding coverage disputes and potential pitfalls when reviewing and negotiating D&O policies.

1. Reviewing and negotiating D&O insurance policies
   1. Coverages and exclusions
   2. Policy limits
   3. Coverage extensions
   4. Policy terms
2. Lessons from recent decisions regarding disputed coverage
3. Insurance company perspective on coverage—importance of clarity, precision
4. Other insurance that protect officers and directors—cyber, employment practices liability insurance, fiduciary coverage

The panel will review these and other key issues:

• Which sections of a D&O policy should counsel always review?
• How can D&O policies be tailored to fit the circumstances of the insured?
• What do recent cases show about the interpretation of D&O coverages and exclusions?
• What other kinds of insurance should counsel consider for claims that might impact directors and officers?